WIXLIB

STATE OF MICHIGANENTERPRISE PROCUREMENTSTANDARD CONTRACT TERMS (SHORT FORM)Vendor is deemed to have accepted these terms upon the earliest of vendor’s: written acceptance ofthese terms; commencement of work; receipt of payment; or submission of a bid, proposal, or other offerin response to a solicitation.1. General. Vendor’s failure to deliver or comply with any of these terms, may result in damagesagainst the Vendor and the termination of the Contract.2. Delivery, Title and Risk of Loss. Vendor must pay all costs associated with packaging, freight, andshipping, and must ship all deliverables F.O.B. destination, inside delivery, unless otherwise specifiedin the Contract. Title and risk of loss or damage to deliverables remains with Vendor until thedeliverables have been received, inspected and accepted by the State in accordance with theseterms. All containers and packaging becomes the State’s exclusive property upon final acceptance.Vendor shall ensure that all deliverables and services (“Deliverables”) are provided to the State by thedate and time specified on the Contract. If Vendor fails to provide the Deliverables in accordance withthe Contract, the State may reject the delivery and terminate the Contract without any terminationcharges or penalties, and Vendor must pay all associated costs, including, but not limited to,expedited routing costs, return shipping charges, the procurement of the Deliverables from anothersource, and any storage removal, or disposal expenses. The risk of loss of rejected or nonconforming Deliverables remains with Vendor. Rejected Deliverables not removed by Vendor within10 calendar days will be deemed abandoned by Vendor, and the State will have the right to disposeof such Deliverables as its own property. Vendor is responsible for filing, processing, and collectingall damage claims.3. Inspection. The State may inspect the work and activities of Vendor, and its subcontractors, at allreasonable times and places before, during and after delivery of the Deliverables. All Deliverablesare subject to final inspection and acceptance by the State notwithstanding any prior payments orinspections. Final inspection will take place within 30 calendar days of the later of the delivery date,installation, or completion of services. If any Deliverables are non-conforming or defective, the Stateis entitled to, at its option and at Vendor’s expense: (a) a refund; (b) a credit; or (c) correction orreplacement. If Vendor fails to correct defects or replace non-conforming Deliverables within 10calendar days, the State may, in addition to its other remedies: (i) reject such Deliverables; (ii) acceptsuch Deliverables at a discount; or (iii) make such corrections or replace such Deliverables andcharge Vendor any resulting costs incurred by the State plus an additional 10% administrative fee.4. Payment. . Invoices must include an itemized statement of all charges. All undisputed amounts arepayable within 45 calendar days of the later of the State’s: (a) receipt of an invoice; or (b) finalacceptance of the Deliverables. The State is exempt from State sales tax for direct purchases andmay be exempt from federal excise tax, if Deliverables purchased under the Contract are for theState’s exclusive use. Notwithstanding the foregoing, all fees are inclusive of taxes, and Vendor isresponsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges ofany kind imposed by federal, state or local government entities on any amounts payable by the State.The State may withhold payment in whole or in part for Deliverables the State determines aredefective, untimely, or otherwise non-conforming to the Contract. All amounts due and payable bythe State to Vendor shall be subject to deduction or setoff by the State against any claim the Statemay have against Vendor whether arising out of the Contract or any other transactions with the State.The State will only disburse payments through Electronic Funds Transfer (EFT). If Vendor does not751B7700025 Rev. 5/20166

register to receive payments at http://www.michigan.gov/cpexpress, the State is not liable for failureto provide payment.5. Warranties and Representations. Vendor represents and warrants: (a) all Deliverables furnishedunder the Contract will conform to all specifications and industry standards, and will be free fromdefects, including, where applicable and without limitation, defects in material, workmanship, and title;(b) Vendor is the owner or licensee of all Deliverables it licenses, sells, or develops and Vendor hasthe rights necessary to convey title, ownership rights, or licensed use; (c) all Deliverables areprovided free from any security interest, lien, or encumbrance and will continue in that respect; (d) theDeliverables will not infringe the patent, trademark, copyright, trade secret, or other proprietary rightsof any third party; (e) Vendor must assign or otherwise transfer to the State or its designee anymanufacturer's warranty for the Deliverables; (f) Vendor will not negate, exclude, limit, or modify inany warranty otherwise available to the State in any way; (g) the Deliverables are merchantable andfit for the State’s intended use ; (h) the Deliverables furnished will conform in all respects to samples,advertisements, and other forms of representation made to the State; (i) the Contract signatory hasthe authority to enter into the Contract; and (j) all information furnished and representations made inconnection with the Contract is true, accurate, and complete, and contains no false statements oromits any fact that would make the information misleading. Vendor agrees to promptly replace orcorrect any Deliverables not conforming to the foregoing warranty, without expense to the State,when notified of such non-conformity by the State. A breach of this Section is a material breach of theContract.6. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time forcause in the event Vendor fails to comply with any of these terms, including, without limitation, latedelivery or performance, the delivery of defective or non-conforming Deliverables, or failure to providethe State with reasonable assurances of future performance. In the event of termination for cause,the State will not be liable to Vendor for any amount, and Vendor will be liable to the State for any andall damages, including but not limited to, administrative fees, court costs, attorney fees, and covercosts. Any ineffectual termination for cause is hereby deemed a termination for convenience, effectiveas of the same date and limited to those rights.7. Termination for Convenience. The State may immediately terminate the Contract, in whole or inpart, without penalty and for any reason, including but not limited to, appropriation or budgetshortfalls. Upon termination for convenience, the State will only pay for those Deliverables, notincluding standard stock, then in progress and which cannot be returned under these terms.8. Indemnification. Vendor must defend, indemnify and hold the State, all of its instrumentalities, andemployees harmless, without limitation, from and against any and all actions, claims, losses,liabilities, damages, costs, attorney fees, and expenses (including those required to establish the rightto indemnification), arising out of or relating to: (a) any breach by Vendor (or any of Vendor’semployees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) ofany of the promises, agreements, representations, warranties, or other requirements contained in theContract; (b) any infringement, misappropriation, or other violation of any intellectual property right orother right of any third party; (c) any bodily injury, death, or damage to real or tangible personalproperty occurring wholly or in part due to action or inaction by Vendor (or any of Vendor’semployees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and(d) any acts or omissions of Vendor (or any of Vendor’s employees, agents, subcontractors, or byanyone else for whose acts any of them may be liable). Due to constitutional prohibitions, the Statewill not indemnify Vendor, or its employees or affiliates, for any reason whatsoever.9. Confidentiality. Vendor agrees that any information, including State Data, disclosed by the State inrelation to the Contract will be used only in the performance thereof. Vendor will keep the informationconfidential, will not disclose it to any third party, except as authorized by the State, and will onlydisclose it to those within its organization who need it for performance of the Contract. Upon751B7700025 Rev. 5/20167

completion or termination of the Contract, Vendor will return all such information to the State, or makesuch other disposition thereof as directed or approved by the State. No item furnished under theContract, or tools, plans, designs, or specifications for producing the same, which have beenspecifically designed for or by the State, will be duplicated or used by Vendor. Nothing in thisprovision will restrict Vendor’s right to use or disclose any information which is or becomes known tothe public without breach of this provision by Vendor, or is rightfully obtained without restriction fromother sources.10. Proprietary Rights. All materials, tools, plans, designs, specifications, equipment, and other propertyeither furnished by the State to Vendor or paid for by the State, will remain the property of the State,but the Vendor assumes the risks of, and will be responsible for, any loss or damage, until returned ingood order to the State. Such property must be safely stored and properly maintained by Vendor.Upon completion of this Contract, Vendor will return such property to the State or to any other entityas the State may direct, in the condition in which it was received, manufactured or procured byVendor, except for reasonable wear and tear and except if such property has been incorporated intothe Deliverables.11. State Data. All data and information provided to Vendor by or on behalf of the State, and all data andinformation derived therefrom, is the exclusive property of the State (“State Data”) and may only beused as specifically required by the Contract; this definition is to be construed as broadly as possible.Upon request, Vendor must provide to the State, or its third party designee, all State Data within 10calendar days of the request and in the format requested by the State. Vendor will assume all costsincurred in compiling and supplying State Data. No State Data may be used for any marketingpurposes.12. Intellectual Property. Unless otherwise stated in the Contract, Vendor: (a) agrees that any computerprogram, software, documentation, copyrightable work, discoveries, inventions or improvementsdeveloped by Vendor resulting from supplying the Deliverables are the property of the State; and (b)hereby assigns all rights therein to the State. Vendor further agrees to provide the State with anyassistance which the State may require to obtain patents or copyright registrations.13. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or specialdamages, regardless of the nature of the action. Under no circumstances will the State be liable forany amounts, in whatever form, in excess of the total aggregate value set forth in the Contract.14. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may auditVendor to verify compliance with the Contract. Vendor must retain, and provide to the State or itsdesignee and the auditor general upon request, all financial and accounting records related to theContract through the term of the Contract and for 4 years after the latter of termination, expiration, orfinal payment under the Contract or any extension.15. Notices. All notices and other communications required or permitted under the Contract must be inwriting and will be considered given and received: (a) when verified by written receipt if sent bycourier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified byautomated receipt or electronic logs if sent by facsimile or email.16. Modifications. The Contract may not be amended except by signed agreement between the parties(a “Change Notice”).17. Independent Contractor. Vendor is an independent contractor and assumes all rights, obligationsand liabilities set forth in the Contract. Vendor, its employees, and agents are not consideredemployees of the State.751B7700025 Rev. 5/20168

18. Subcontracting and Assignment. Vendor may not delegate or assign any of its obligations or rightsunder the Contract without the prior written approval of the State.19. Compliance with Laws and Policies. Vendor must comply with all applicable federal, state andlocal laws, rules and regulations. Vendor must also comply with all applicable State physical and ITsecurity policies and standards, which will be made available upon request20. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq.,and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., Vendor and itssubcontractors agree not to discriminate against an employee or applicant for employment withrespect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectlyrelated to employment, because of race, color, religion, national origin, age, sex, height, weight,marital status, or mental or physical disability. Breach of this covenant is a material breach of theContract.21. Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor,Vendor, or subcontractor who appears on the Unfair Labor Practice register compiled under MCL423.322.22. Governing Law. The Contract is governed, construed, and enforced in accordance with Michiganlaw, excluding choice-of-law principles, and all claims relating to or arising out of the Contract aregoverned by Michigan law, excluding choice-of-law principles. Any dispute arising from the PO mustbe resolved in Michigan Court of Claims. Vendor hereby waives any objections, such as lack ofpersonal jurisdiction or forum non conveniens. Vendor must appoint agents in Michigan to receiveservice of process.23. Non-Exclusivity. Nothing contained in the Contract is intended nor will be construed as creating anyrequirements contract with Vendor. The Contract does not restrict the State or its agencies fromacquiring similar, equal, or like Deliverables from other sources.24. Force Majeure. Neither party will be in breach of the Contract because of any failure arising fromany disaster or acts of god that are beyond their control and without their fault or negligence. Eachparty will use commercially reasonable efforts to resume performance. Vendor will not be relieved ofa breach or delay caused by its subcontractors. If immediate performance is necessary to ensurepublic health and safety, the State may immediately contract with a third party.25. Media Releases. News releases (including promotional literature and commercial advertisements)pertaining to the Contract or project to which it relates must not be made without prior written Stateapproval, and then only in accordance with the explicit written instructions of the State. Vendor willprovide the State, for its review, copies of all presentations or articles being submitted for publicationat least 30 calendar days in advance.26. Website Incorporation. The State is not bound by any content on Vendor’s website unlessexpressly incorporated directly into the Contract.27. Severability. If any part of the Contract, or these terms, is held invalid or unenforceable, by anycourt of competent jurisdiction, that part will be deemed deleted and the severed part will be replacedby agreed upon language that achieves the same or similar objectives. The remaining Contractterms will continue in full force and effect.28. Waiver. Failure to enforce any provision of the Contract, or these terms, for any period of time willnot constitute a waiver.751B7700025 Rev. 5/20169

29. Survival. The provisions of these terms that impose continuing obligations, including warranties andrepresentations, termination, indemnification, intellectual property, and confidentiality, will survive theexpiration or termination of the Contract.30. Entire Contract. The Contract and these terms constitutes the sole and entire agreement of theparties with respect to the subject matter contained herein, and supersedes all prior andcontemporaneous understandings and agreements, both written and oral, with respect to suchsubject matter. No terms on any invoice, quote, purchase order, website, browse-wrap, shrink-wrap,click-wrap or other non-negotiated terms and conditions provided with any of the Deliverables(including software and hardware) or documentation, whether by Vendor, Contractor, subcontractor,or any third-party, will constitute a part or amendment of the Contract or is binding on the State or anyauthorized user for any purpose.751B7700025 Rev. 5/201610

SCHEDULE BPRICING MATRIXPRICING SHEET:Lumber SizePrice per Board(Including Delivery)Estimated # of BoardsPurchased per YearTotal Cost per Year2”X8”X8” 14.49285 4,129.652”X8”X12” 24.9942 1,049.581.Total One Year Cost 5,178.732.Years in Contract Term33.Total Contract Term Cost (Multiple line 1 and 2) 15,536.19751B7700025 Rev. 5/201611

Michigan Department of Natural Resources - Procurement Services P.O. Box 30028, Lansing, MI 48909 . OR ; 525 W. Allegan, Lansing, MI 48933. NOTICE OF CONTRACT NO. 751B7700025; Between . THE STATE OF MICHIGAN. And . Required by authority of 1984 PA 431, as amended. Name of Contractor .